Exhibit 7
Form 10-KSB
Reddi Brake Supply Company, Inc.











                              BYLAWS

                                OF

                      FRANKLIN CAPITAL, INC.

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<PAGE>

                                 I
                         TABLE OF CONTENTS

                                                                  Page
ARTICLE I - OFFICES . . . . . . . . . . . . . . . . . . . . . .  .. 1
1.1  Business Office . . . . . . . . . . . . . . . . . . . . . .  . 1
1.2  Registered office . . . . . . . . . . . . . . . . . . . . . .  1

ARTICLE II - SHARES AND TRANSFER THEREOF.. .. . .  . . . . . . .  . 1
2.1  Regulation . . . . . . . . . . . . . . . . . . . . . . . .  . .1
2.2 Certificates for Shares  . . . . . . . . . . . . . . . . . . .. 1
2.3 Cancellation of Certificates . . . . . . . . . . . . . . . . .. 2
2.4 Lost, Stolen or Destroyed Certificates . . . . . . . . . . . .. 2
2.5 Transfer of Shares . . . . . . . . . . . . . . . . . . . . . .  2
2.6 Transfer Agent . . . . . . . . . . . . . . . . . . . . . . . .. 3
2.7 Close of Transfer Book and Record Date . . . . . . . . . . . . .3

ARTICLE III - SHAREHOLDERS AND MEETINGS THEREOF. . . . . .  . .  .  4
3.1 Shareholders of Record . . . . . . . . . . . . . . . . . . . .  4
3.2 Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . .  4
3.3 Annual Meetings. . . . . . . . . . . . . . . . . . . . . . . .  4
3.4 Special Meetings . . . . . . . . . . . . . . . . . . . . . . .. 4
3.5 Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4
3.6 Meeting of all Shareholder . . . . . . . . . . . . . . . . . .  5
3.7 Voting Record. . . . . . . . . . . . . . . . . . . . . . . . .. 5
3.8 Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 5
3.9  Manner of Acting . . . . . . . . . . . . . . . . . . . . .  .. 6
3.10 Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . .  6
3.11 Voting of Shares. . . . . . . . . . . . . . . . . . . . . . .  6
3.12 Voting of Shares by Certain Holders . . . . . . . . . . . . .  6
3.13 Information Action by Shareholder . . . . . . . . . . . . . . .7
3.14 Voting by Ballot. . . . . . . . . . . . . . . . . . . . . . .  7
3.15 Cumulative Voting . . . . . . . . . . . . . . . . . . . . . . .7

ARTICLE IV - DIRECTORS, POWERS AND MEETINGS . . . . . . . . . .  .  7
4.1  Board of Directors  . . . . . . . . . . . . . . . . . . . . .  7
4.2  Regular Meetings. . . . . . . . . . . . . . . . . . . . . . .  7
4.3  Special Meetings. . . . . . . . . . . . . . . . . . . . . . .  8
4.4  Notice. . . . . . . . . . . . . . . . . . . . . . . . . . . .. 8
4.5  Participation by Electronic Means . . . . . . . . . . . . . .. 8
4.6  Quorum and Manner of Acting . . . . . . . . . . . . . . . . .  8
4.7  Organization. . . . . . . . . . . . . . . . . . . . . . . . .. 9
4.8  Presumption of Assent . . . . . . . . . . . . . . . . . . . .. 9
4.9  Informal Action by Directors. . . . . . . . . . . . . . . . .  9
4.10 Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . .. 9
4.11 Compensation. . . . . . . . . . . . . . . . . . . . . . . . .  9
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4.12 Removal of Directors. . . . . . . . . . . . . . . . . . . . ..10
4.13 Resignations. . . . . . . . . . . . . . . . . . . . . . . . ..10
4.14 General Powers. . . . . . . . . . . . . . . . . . . . . . . . 10

ARTICLE V - OFFICERS. . . . . . . . . . . . . . . . . . . . . .  . 10
5.1  Term and Compensation . . . . . . . . . . . . . . . . . . . ..10
5.2  Powers. . . . . . . . . . . . . . . . . . . . . . . . . . .. .10
5.3  Compensation. . . . . . . . . . . . . . . . . . . . . . . ... 12
5.4  Delegation of Duties. . . . . . . . . . . . . . . . . . .  . .12
5.5  Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . ..12
5.6  Removal . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

ARTICLE VI - FINANCE. . . . . . . . . . . . . . . . . . . . . .  . 12
6.1  Reserve Fund. . . . . . . . . . . . . . . . . . . . . . . .   12
6.2  Banking . . . . . . . . . . . . . . . . . . . . . . . . . .   12

ARTICLE VII - DIVIDENDS . . . . . . . . . . . . . . . . . .  . . . 13

ARTICLE VIII - CONTRACTS, LOANS AND CHECKS. . . . . . . . . . .  . 13
8.1  Execution of Contracts. . . . . . . . . . . . . . . . . . . ..13
8.2  Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . ..13
8.3  Checks. . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
8.4  Deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . 13

ARTICLES IX - FISCAL YEAR . . . . . . . . . . . . . . . . . . .  . 14

ARTICLE X - CORPORATE SEAL. . . . . . . . . . . . . . . . . . .  ..14

ARTICLE XI - AMENDMENTS . . . . . . . . . . . . . . . . . . . .  ..14

ARTICLE XII - EXECUTIVE COMMITTEE . . . . . . . . . . . . . . .  ..14
12.1 Appointment . . . . . . . . . . . . . . . . . . . . .. . . . .14
12.2 Authority . . . . . . . . . . . . . . . . . . . . . . . . . . 14
12.3 Tenure and Qualifications . . . . . . . . . . . . . . . . . . 14
12.4 Meetings  . . . . . . . . . . . . . . . . . . . . . . . . .. .15
12.5 Quorum . .     . . . . . . . . . . . . . . . . . . . . . . .. 15
12.6 Informal Action by Executive Committee. . . . . . . . . . . . 15
12.7 Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . 15
12.8 Resignations and Removal. . . . . . . . . . . . . . . . . . . 15
12.9 Procedure . . . . . . . . . . . . . . . . . . . . . . . . .. .15

ARTICLE XIII - EMERGENCY BYLAWS . . . . . . . . . . . . . . . .  ..16

CERTIFICATE . . . . . . . . . . . . . . . . . . . . . . . . . .  ..17

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                             ARTICLE I
                              OFFICES

      1.1   Business  Office. The principal office  and  place  of
business  of the corporation shall be at 6160 South Syracuse  Way,
Suite 310, Englewood, Colorado 80111. Other offices and places  of
business may be established from time to time by resolution of the
Board  of  Directors  or as the business of  the  corporation  may
require.

       1.2   Registered  Office.  The  registered  office  of  the
corporation, required by the Nevada Business Corporation Act to be
maintained  in  the  State of Nevada, may be,  but  need  not  be,
identical  with any principal office in the State of  Nevada,  and
the  address of the registered office may be changed from time  to
time by the Board of Directors.

                            ARTICLE II
                    SHARES AND TRANSFER THEREOF

      2.1   Regulation. The Board of Directors may make such rules
and   regulations  as  it  may  deem  appropriate  concerning  the
issuance, transfer and registration of certificates for shares  of
the  corporation, including the appointment of transfer agents and
registrars.

      2.2   Certificates  for  Shares.  Certificates  representing
shares  of the corporation shall be respectively numbered serially
for  each class of shares, or series thereof, as they are  issued,
shall be impressed with the corporate seal or a facsimile thereof,
and  shall be signed by the Chairman or Vice Chairman of the Board
of  Directors or by the President or a Vice-President and  by  the
Treasurer  or  an  Assistant Treasurer or by the Secretary  or  an
Assistant  Secretary; provided that any or all of  the  signatures
may be facsimile if the certificate is countersigned by a transfer
agent,  or  registered by a registrar, other than the  corporation
itself  or its employee. Each certificate shall state the name  of
the  corporation, the fact that the corporation  is  organized  or
incorporated under the laws of the State of Nevada,  the  name  of
the person to whom issued, the date of issue, the class (or series
of  any  class), the number of shares represented thereby and  the
par  value  of the shares represented thereby or a statement  that
such   shares   are  without  par  value.  A  statement   of   the
designations,     preferences,    qualifications,     limitations,
restrictions and special or relative rights of the shares of  each
class shall be set forth in full or summarized on the face or back
of  the certificates which the corporation shall issue, or in lieu
thereof,  the  certificate may set forth that such a statement  or
summary  will be furnished to any shareholder upon request without
charge. Each certificate shall be otherwise in such form as may be
prescribed by the Board of Directors and as shall conform  to  the
rules of any stock exchange on which the shares may be listed. The
corporation  shall not issue certificates representing  fractional
shares and shall not be obligated to make any transfers creating a
fractional interest in a share of stock. The corporation may issue
scrip  in lieu of any fractional shares, such scrip to have  terms
and conditions specified by the Board of Directors.

       2.3    Cancellation  of  Certificates.   All   certificates
surrendered to the corporation for transfer shall be cancelled and
no  new  certificates shall be issued in lieu  thereof  until  the
former  certificate for a like number of shares  shall  have  been
surrendered and cancelled, except as herein
provided with respect to lost, stolen or destroyed certificates.

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<PAGE>

      2.4  Lost, Stolen or Destroyed Certificates. Any shareholder
claiming  that  his  certificate for shares  is  lost,  stolen  or
destroyed  may make an affidavit or affirmation of  the  fact  and
lodge  the same with the Secretary of the corporation, accompanied
by a signed application for a new certificate. Thereupon, and upon
the  giving of a satisfactory bond of indemnity to the corporation
not  exceeding  an  amount  double the  value  of  the  shares  as
represented by such certificate (the necessity for such  bond  and
the  amount  required  to  be  determined  by  the  President  and
Treasurer of the corporation), a new certificate may be issued  of
the  same tenor and representing the same number, class and series
of  shares  as were represented by the certificate alleged  to  be
lost, stolen or destroyed.

      2.5   Transfer  of  Shares. Subject  to  the  terms  of  any
shareholder agreement relating to the transfer of shares or  other
transfer  restrictions contained in the Articles of  Incorporation
or   authorized  therein,  shares  of  the  corporation  shall  be
transferable on the books of the corporation by the holder thereof
in  person  or by his duly authorized attorney, upon the surrender
and  cancellation  of  a certificate or certificates  for  a  like
number of shares. Upon presentation and surrender of a certificate
for  shares  properly endorsed and payment of all taxes  therefor,
the  transferee  shall  be  entitled  to  a  new  certificate   or
certificates  in  lieu  thereof. As  against  the  corporation,  a
transfer  of  shares  can  be  made  only  on  the  books  of  the
corporation  and  in  the  manner hereinabove  provided,  and  the
corporation shall be entitled to treat the holder of record of any
share as the owner thereof and shall not be bound to recognize any
equitable or other claim to or interest in such share on the  part
of any other person, whether or not it shall have express or other
notice thereof, save as expressly provided by the statutes of  the
State of Nevada.

      2.6   Transfer Agent.     Unless otherwise specified by  the
Board of Directors by resolution, the Secretary of the corporation
shall  act as transfer agent of the certificates representing  the
shares  of  stock  of the corporation. He shall maintain  a  stock
transfer  book,  the stubs in which shall set  forth  among  other
things,  the  names  and addresses of the holders  of  all  issued
shares of the corporation, the number of shares held by each,  the
certificate numbers representing such shares, the date of issue of
the certificates representing such shares, and whether or not such
shares originate from original issue or from transfer. Subject  to
Section  3.7, the names and addresses of the shareholders as  they
appear on the stubs of the stock transfer book shall be conclusive
evidence  as  to who are the shareholders of record  and  as  such
entitled  to  receive notice of the meetings of  shareholders;  to
vote  at  such  meetings; to examine the list of the  shareholders
entitled  to vote at meetings; to receive dividends; and  to  own,
enjoy and exercise any other property or rights deriving from such
shares   against  the  corporation.  Each  shareholder  shall   be
responsible for notifying the Secretary in writing of  any  change
in  his  name  or  address and failure so to do will  relieve  the
corporation,  its directors, officers and agents,  from  liability
for  failure to direct notices or other documents, or pay over  or
transfer  dividends  or other property or rights,  to  a  name  or
address  other than the name and address appearing on the stub  of
the stock transfer book.

      2.7  Close of Transfer Book and Record Date. For the purpose
of  determining shareholders entitled to notice of or to  vote  at
any  meeting  of  shareholders, or  any  adjournment  thereof,  or
entitled to receive payment of any dividend, or in order to make a
determination of
shareholders for any other proper purpose, the Board of  Directors
may  provide that the stock transfer books shall be closed  for  a
stated period, but not to exceed, in any case, sixty days. If the

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stock   transfer  books  shall  be  closed  for  the  purpose   of
determining shareholders entitled to notice of, or to  vote  at  a
meeting  of shareholders, such books shall be closed for at  least
ten  days  immediately preceding such meeting. In lieu of  closing
the  stock  transfer  books, the Board of  Directors  may  fix  in
advance  a  date as the record date for any such determination  of
shareholders, such date in any case to be not more than sixty days
and,  in case of a meeting of shareholders, not less than ten days
prior  to  the date on which the particular action requiring  such
determination  of  shareholders is  to  be  taken.  If  the  stock
transfer books are not closed and no record date is fixed for  the
determination of shareholders entitled to notice of or to vote  at
a  meeting  of shareholders, or shareholders entitled  to  receive
payment of a dividend, the date on which notice of the meeting  is
mailed  or  the  date  on which the resolution  of  the  Board  of
Directors declaring such dividend is adopted, as the case may  be,
shall  be  the record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this section,
such determination shall apply to any adjournment thereof.

                            ARTICLE III
                 SHAREHOLDERS AND MEETINGS THEREOF

      3.1  Shareholders of Record.  Only shareholders of record on
the  books  of the corporation shall be entitled to be treated  by
the corporation as holders in fact of the shares standing in their
respective  names,  and  the corporation shall  not  be  bound  to
recognize  any  equitable or other claim to, or interest  in,  any
shares  on  the  part  of any other person, firm  or  corporation,
whether  or  not  it shall have express or other  notice  thereof,
except as expressly provided by the laws of Nevada.

      3.2  Meetings. Meetings of shareholders shall be held at the
principal of f ice of the corporation, or at such other  place  as
specified  from  time to time by the Board of  Directors.  If  the
Board  of Directors shall specify another location such change  in
location shall be recorded on the notice calling such meeting.

      3.3   Annual Meeting. The annual meeting of shareholders  of
the  corporation  for  the  election of  directors,  and  for  the
transaction of such other business as may properly come before the
meeting,  shall be held at such time as may be determined  by  the
Board  of Directors by resolution in conformance with Nevada  law.
If  the  election  of  Directors shall not  be  held  on  the  day
designated herein for any annual meeting of the shareholders,  the
Board  of  Directors shall cause the election  to  be  held  at  a
special meeting of the shareholders as soon thereafter as  may  be
convenient.

      3.4   Special  Meetings.   Special meetings of shareholders,
for  any  purpose  or  purposes, unless  otherwise  prescribed  by
statute,  may be called by the President, the Board of  Directors,
the  holders of not less than one-tenth of all the shares entitled
to  vote  at  the meeting, or legal counsel of the corporation  as
last designated by resolution of the Board of Directors.

     3.5  Notice.   Written notice stating the place, day and hour
of the meeting and, in case of a
special meeting, the purpose or purposes for which the meeting  is
called,  shall be delivered unless otherwise prescribed by statute
not less than ten days nor more than fifty days before the date of
the  meeting, either personally or by mail, by or at the direction
of the President, the Secretary, or the

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officer  or  person  calling the meeting to  each  shareholder  of
record  entitled  to  vote at such meeting; except  that,  if  the
authorized  shares  are  to be increased, at  least  thirty  days'
notice shall be given, and if the sale of all or substantially all
of,  the corporation's assets is to be voted upon, at least twenty
days,  notice shall be given. Any shareholder may waive notice  of
any meeting. Notice to shareholders of record, if mailed, shall be
deemed  given  as to any shareholder of record, when deposited  in
the  United  States  mail, addressed to  the  shareholder  at  his
address  as  it  appears  on  the  stock  transfer  books  of  the
corporation, with postage thereon prepaid, but if three successive
letters  mailed  to the last-known address of any  shareholder  of
record  are returned as undeliverable, no further notices to  such
shareholder  shall be necessary, until another  address  for  such
shareholder is made known to the corporation.

     3.6  Meeting of All Shareholders.  If all of the shareholders
shall  meet  at any time and place, either within or  without  the
State  of Nevada, and consent to the holding of a meeting at  such
time  and  place,  such  meeting shall be valid  without  call  or
notice, and at such meeting any corporate action may be taken.

     3.7  Voting Record. The officer or agent having charge of the
stock transfer books for shares of the corporation shall make,  at
least  ten  days before such meeting of shareholders,  a  complete
record  of  the shareholders entitled to vote at each  meeting  of
shareholders  or any adjournment thereof, arranged in alphabetical
order, with the address and the number of shares held by each. The
record,  for a period of ten days prior to such meeting, shall  be
kept  on  file either at a place within the city where the meeting
is to be held, which place shall be specified in the notice of the
meeting,  or, if not so specified, at the place where the  meeting
is  to be held, whether within or without the State of Nevada, and
shall  be subject to inspection by any shareholder for any purpose
germane  to  the meeting at any time during usual business  hours.
Such  record shall be produced and kept open at the time and place
of  the  meeting  and shall be subject to the  inspection  of  any
shareholder  for  any purpose germane to the  meeting  during  the
whole  time of the meeting for the purposes thereof. The  original
stock  transfer books shall be the prima facie evidence as to  who
are  the  shareholders entitled to examine the record or  transfer
books or to vote at any meeting of shareholders.

      3.8   Quorum.   A majority of the outstanding shares of  the
corporation entitled to vote, represented in person or  by  proxy,
shall  constitute a quorum at any meeting of shareholders,  except
as  otherwise provided by the Nevada Business Corporation Act  and
the  Articles of Incorporation. In the absence of a quorum at  any
such  meeting, a majority of the shares so represented may adjourn
the  meeting  from time to time for a period not to  exceed  sixty
days without further notice. At such adjourned meeting at which  a
quorum  shall  be  presentor  represented,  any  business  may  be
transacted  which  might have been transacted at  the  meeting  as
originally  noticed. The shareholders present at a duly  organized
meeting  may  continue  to  transact business  until  adjournment,
notwithstanding  the  withdrawal of enough shareholders  to  leave
less than a quorum.

      3.9   Manner  of  Acting.    If a  quorum  is  present,  the
affirmative vote of the majority of the shares represented at  the
meeting  and entitled to vote on the subject matter shall  be  the
act  of  the shareholders, unless the vote of a greater proportion
or number or voting by classes is otherwise required by statute or
by the Articles of Incorporation or these Bylaws.

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      3.10 Proxies.  At all meetings of shareholders a shareholder
may  vote  in  person  or  by proxy executed  in  writing  by  the
shareholder or by his duly authorized attorney-in-fact. Such proxy
shall be filed with the Secretary of the corporation before or  at
the time of the meeting. No proxy shall be valid after three years
from  the date of its execution, unless otherwise provided in  the
proxy.

      3.11  Voting of Shares.   Unless otherwise provided by these
Bylaws  or  the Articles of Incorporation, each outstanding  share
entitled  to  vote shall be entitled to one vote upon each  matter
submitted  to  a  vote  at  a meeting of  shareholders,  and  each
fractional  share shall be entitled to a corresponding  fractional
vote on each such matter.

      3.12 Voting of Shares by Certain Holders.    Shares standing
in  the  name of another corporation may be voted by such officer,
agent  or  proxy as the bylaws of such corporation may  prescribe,
or, in the absence of such provision, as the Board of Directors of
such  other corporation may determine. Shares standing in the name
of  a deceased person, a minor ward or an incompetent person,  may
be  voted by his administrator, executor, court appointed guardian
or conservator, either in person or by proxy without a transfer of
such  shares into the name of such administrator, executor,  court
appointed guardian or conservator. Shares standing in the name  of
a  trustee may be voted by him, either in person or by proxy,  but
no trustee shall be entitled to vote shares held by him without  a
transfer of such shares into his name. Shares standing in the name
of a receiver may be voted by such receiver, and shares held by or
under  the  control of a receiver may be voted  by  such  receiver
without the transfer thereof into his name if authority so  to  do
be  contained in an appropriate order of the court by  which  such
receiver was appointed.

      A  shareholder whose shares are pledged shall be entitled to
vote  such shares until the shares have been transferred into  the
name  of the pledgee, and thereafter the pledgee shall be entitled
to vote the shares so transferred. Neither shares of its own stock
belonging to this corporation, nor shares of its own stock held by
it  in  a fiduciary capacity, nor shares of its own stock held  by
another corporation if the majority of shares entitled to vote for
the  election  of directors of such corporation is  held  by  this
corporation  may be voted, directly or indirectly, at any  meeting
and  shall  not  be  counted in determining the  total  number  of
outstanding shares at any given time. Redeemable shares which have
been  called for redemption shall not be entitled to vote  on  any
matter and shall not be deemed outstanding shares on and after the
date  on  which  written notice of redemption has been  mailed  to
shareholders and a sum sufficient to redeem such shares  has  been
irrevocably deposited or set aside to pay the redemption price  to
the holders of the shares upon surrender of certificates therefor.

      3.13  Information  Action  by Shareholders.      Any  action
required or permitted to be taken at
a  meeting of the shareholders may be taken without a meeting if a
consent  in writing, setting forth the action so taken,  shall  be
signed  by all of the shareholders holding at least a majority  of
the Corporation's common stock.

      3.14  Voting by Ballot.   Voting on any question or  in  any
election  may be by voice vote unless the presiding officer  shall
order or any shareholder shall demand that voting be by ballot.

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     3.15 Cumulative Voting.  No shareholder shall be permitted to
cumulate  his votes by giving one candidate as many votes  as  the
number  of  such directors multiplied by the number of his  shares
shall  equal, or by distributing such votes on the same  principal
among any number of candidates.

                            ARTICLE IV
                  DIRECTORS, POWERS AND MEETINGS

      4.1   Board  of Directors. The business and affairs  of  the
corporation shall be managed by a board of not less than  one  (1)
nor  more  than  seven  (7)  directors.  Directors  need  not   be
shareholders  of  the corporation or residents  of  the  State  of
Nevada  and  who  shall  be  elected  at  the  annual  meeting  of
shareholders  or  some adjournment thereof. Directors  shall  hold
office  until  the next succeeding annual meeting of  shareholders
and  until  their  successors shall have been  elected  and  shall
qualify. The Board of Directors may increase or decrease,  to  not
less  than  one  (1),  nor  more than seven  (7),  the  number  of
directors by resolution.

      4.2   Regular Meetings.   A regular, annual meeting  of  the
Board  of  Director's  shall be held at the  same  place  as,  and
immediately  after,  the annual meeting of  shareholders,  and  no
notice  shall  be  required in connection  therewith.  The  annual
meeting  of  the  Board of Directors shall be for the  purpose  of
electing  officers and the transaction of such other  business  as
may  come  before the meeting. The Board of Directors may provide,
by  resolution, the time and place, either within or  without  the
State  of  Nevada, for the holding of additional regular  meetings
without other notice than such resolution.

      4.3   Special Meetings.   Special meetings of the  Board  of
Directors  may be called by or at the request of the President  or
any  two  directors.  The  person or persons  authorized  to  call
special  meetings  of the Board of Directors may  fix  any  place,
either  within  or without the State of Nevada, as the  place  for
holding  any special meeting of the Board of Directors  called  by
them.

      4.4   Notice.    Written notice of any  special  meeting  of
directors shall be given as follows:

          (a)  By mail to each director at his business address at
least three days prior to the meeting; or

           (b)  By  personal delivery or telegram at least twenty-
four  hours prior to the meeting to the business address  of  each
director,  or  in the event such notice is given  on  a  Saturday,
Sunday  or holiday, to the residence address of each director.  if
mailed, such notice shall be deemed to be
delivered  when deposited in the United States mail, so addressed,
with postage thereon prepaid. If notice be given by telegram, such
notice  shall  be  deemed to be delivered  when  the  telegram  is
delivered to the telegraph company. Any director may waive  notice
of  any meeting. The attendance of a director at any meeting shall
constitute  a  waiver of notice of such meeting,  except  where  a
director attends a meeting for the express purpose of objecting to
the  transaction  of  any  business because  the  meeting  is  not
lawfully called or convened. Neither the business to be transacted
at,  nor  the  purpose of, any regular or special meeting  of  the
Board  of  Directors need be specified in the notice or waiver  of
notice of such meeting.

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      4.5   Participation by Electronic Means. Except  as  may  be
otherwise  provided  by the Articles of Incorporation  or  Bylaws,
members  of the Board of Directors or any committee designated  by
such  Board may participate in a meeting of the Board or committee
by   means  of  conference  telephone  or  similar  communications
equipment  by which all persons participating in the  meeting  can
hear  each  other  at  the  same time.  Such  participation  shall
constitute presence in person at the meeting.

      4.6   Quorum and Manner of Acting.  A quorum at all meetings
of  the  Board  of  Directors shall consist of a majority  of  the
number of directors then holding office, but a smaller number  may
adjourn  from time to time without further notice, until a  quorum
is secured. The act of the majority of the directors present at  a
meeting at which a quorum is present shall be the act of the Board
of  Directors, unless the act of a greater number is  required  by
the   laws  of  the  State  of  Nevada  or  by  the  Articles   of
Incorporation or these Bylaws.

      4.7   Organization.  The Board of Directors  shall  elect  a
chairman to preside at each meeting of the Board of Directors. The
Board  of  Directors  shall  elect  a  Secretary  to  record   the
discussions and resolutions of each meeting.

      4.8   Presumption of Assent.   A director of the corporation
who  is  present at a meeting of the Board of Directors  at  which
action on any corporate matter is taken shall be presumed to  have
assented  to the action taken unless his dissent shall be  entered
in  the minutes of the meeting or unless he shall file his written
dissent to such action with the person acting as the Secretary  of
the  meeting before the adjournment thereof or shall forward  such
dissent  by  registered mail to the Secretary of  the  corporation
immediately  after the adjournment of the meeting. Such  right  to
dissent  shall not apply to a director who voted in favor of  such
action.

      4.9   Informal Action By Directors. Any action  required  or
permitted  to be taken by the Board of Directors, or  a  committee
thereof, at a meeting may be taken without a meeting if a  consent
in  writing, setting forth the action so taken, shall be signed by
all  the  directors or all the committee members entitled to  vote
with respect to the subject matter thereof.

      4.10  Vacancies.     Any vacancy occurring in the  Board  of
Directors  may be filled by the affirmative vote of a majority  of
the remaining directors though less than a quorum of the Board  of
Directors.  A director elected to fill a vacancy shall be  elected
for  the  unexpired term of his predecessor in office,  and  shall
hold  such  office until his successor is duly elected  and  shall
qualify. Any directorship to be filled by reason of an increase in
the number of directors shall be filled by
the affirmative vote of a majority of the directors then in office
or by an election at an annual meeting, or at a special meeting of
shareholders called for that purpose. A director chosen to fill  a
position  resulting  from an increase in the number  of  directors
shall hold office only until the next election of directors by the
shareholders.

      4.11  Compensation.  By resolution of the Board of Directors
and  irrespective of any personal interest of any of the  members,
each  director may be paid his expenses, if any, of attendance  at
each  meeting of the Board of Directors, and may be paid a  stated
salary  as director or a fixed sum for attendance at each  meeting
of the Board of Directors or both. No such payment

                               E-27
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shall  preclude any director from serving the corporation  in  any
other capacity and receiving compensation therefor.

      4.12  Removal of Directors.    Any director or directors  of
the corporation may be removed at any time, with or without cause,
in the manner provided in the Nevada Business Corporation Act.

      4.13 Resignations.  A director of the corporation may resign
at  any  time by giving written notice to the Board of  Directors,
President  or Secretary of the corporation. The resignation  shall
take  effect upon the date of receipt of such notice,  or  at  any
later  period  of time specified therein. The acceptance  of  such
resignation  shall  not be necessary to make it effective,  unless
the resignation requires it to be effective as such.

      4.14  General  Powers.     The business and affairs  of  the
corporation shall be managed by the Board of Directors  which  may
exercise all such powers of the corporation and do all such lawful
acts  and  things  as  are not by statute or by  the  Articles  of
Incorporation  or  by  these Bylaws directed  or  required  to  be
exercised  or done by the shareholders. The directors  shall  pass
upon any and all bills or claims of officers for salaries or other
compensation  and,  if  deemed  advisable,  shall  contract   with
officers, employees, directors, attorneys, accountants, and  other
persons to render services to the corporation.

                             ARTICLE V
                             OFFICERS

      5.1   Term and Compensation.   The elective officers of  the
corporation shall consist of at least a President, a Secretary and
a Treasurer, each of whom shall be eighteen years or older and who
shall  be elected by the Board of Directors at its annual meeting.
Unless  removed in accordance with procedures established  by  law
and  these  Bylaws, the said officers shall serve until  the  next
succeeding  annual  meeting of the Board of  Directors  and  until
their  respective  successors are elected and shall  qualify.  Any
number of offices may be held by the same person at the same time.
The  Board may elect or appoint such other officers and agents  as
it  may  deem advisable, who shall hold office during the pleasure
of the Board.

     5.2  Powers.   The officers of the corporation shall exercise
and  perform  the respective powers, duties and functions  as  are
stated  below,  and as may be assigned to them  by  the  Board  of
Directors.

           (a)  The President shall be the chief executive officer
of  the corporation and shall, subject to the control of the Board
of  Directors, have general supervision, direction and control  of
the  business  and officers of the corporation. He shall  preside,
when present, at all meetings of the shareholders and of the Board
of  Directors  unless  a different chairman of  such  meetings  is
elected by the Board of Directors.

           (b) In the absence or disability of the President,  the
Vice-President or Vice-Presidents, if any, in order of their  rank
as  fixed  by the Board of Directors, and if not ranked, the  Vice
Presidents  in  the  order designated by the Board  of  Directors,
shall perform all the duties of the

                               E-28
<PAGE>

  President, and when so acting shall have all the powers of,  and
be  subject  to all the restrictions on the President. Each  Vice-
President  shall  have such other powers and  perform  such  other
duties  as  may  from  time to time be  assigned  to  him  by  the
President or the Board of Directors.

           (c)  The Secretary shall keep accurate minutes  of  all
meetings  of the shareholders and the Board of Directors unless  a
different  Secretary of such meetings is elected by the  Board  of
Directors.  He  shall keep, or cause to be kept a  record  of  the
shareholders of the corporation and shall be responsible  for  the
giving  of notice of meetings of the shareholders or the Board  of
Directors. The Secretary shall be custodian of the records and  of
the  seal of the corporation and shall attest the affixing of  the
seal  of  the  corporation when so authorized.  The  Secretary  or
Assistant   Secretary  shall  sign  all  stock  certificates,   as
described  in Section 2.2 hereof. The Secretary shall perform  all
duties  commonly incident to his office and such other  duties  as
may  from time to time be assigned to him by the President or  the
Board of Directors.

           (d)  An Assistant Secretary may, at the request of  the
Secretary,  or  in  the absence or disability  of  the  Secretary,
perform all of the duties of the Secretary. He shall perform  such
other duties as may be assigned to him by the President or by  the
secretary.

           (e) The Treasurer, subject to the order of the Board of
Directors,  shall have the care and custody of the  money,  funds,
valuable  papers and documents of the corporation. He  shall  keep
accurate  books  of  accounts  of the corporation's  transactions,
which  shall be the property of the corporation, and shall  render
financial  reports and statements of condition of the  corporation
when  so  requested  by the Board of Directors or  President.  The
Treasurer shall perform all duties commonly incident to his office
and  such other duties as may from time to time be assigned to him
by  the  President or the Board of Directors. In  the  absence  or
disability of the President and Vice-President or Vice-Presidents,
the Treasurer shall perform the duties of the President.

           (f)  An Assistant Treasurer may, at the request of  the
Treasurer,  or  in  the absence or disability  of  the  Treasurer,
perform all of the duties of the Treasurer. He shall perform  such
other duties as may be assigned to him by the President or by  the
Treasurer.

      5.3   Compensation.   All officers of  the  corporation  may
receive salaries or other compensation if so ordered and fixed  by
the  Board  of  Directors.  The  Board  of  Directors  shall  have
authority to fix salaries in advance for stated periods or  render
the same retroactive as the Board may deem advisable.

      5.4   Delegation of Duties.    In the event  of  absence  or
inability  of  any  officer to act, the  Board  of  Directors  may
delegate  the  powers  or  duties of such  officer  to  any  other
officer, director or person whom it may select.

      5.5  Bonds.    If the Board of Directors by resolution shall
so  require,  any officer or agent of the corporation  shall  give
bond to the corporation in such amount and with such surety as the
Board  of  Directors  may deem sufficient,  conditioned  upon  the
faithful performance of their respective duties and offices.

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<PAGE>

      5.6   Removal.  Any officer or agent may be removed  by  the
Board of Directors or by the executive committee, if any, whenever
in  its  judgment  the  best interest of the corporation  will  be
served thereby, but such removal shall be without prejudice to the
contract  rights,  if any, of the person so removed.  Election  or
appointment  of  an officer or agent shall not, of itself,  create
contract rights.

                            ARTICLE VI
                              FINANCE

       6.1   Reserve  Funds.  The  Board  of  Directors,  in   its
uncontrolled discretion, may set aside from time to time,  out  of
the net profits or earned surplus of the corporation, such sum  or
sums   as   it  deems  expedient  as  a  reserve  fund   to   meet
contingencies,  for  equalizing  dividends,  for  maintaining  any
property of the corporation, and for any other purpose.

      6.2   Banking.   The  moneys  of the  corporation  shall  be
deposited in the name of the corporation in such bank or banks  or
trust  company or trust companies, as the Board of Directors shall
designate, and may be drawn out only on checks signed in the  name
of  the  corporation by such person or persons  as  the  Board  of
Directors,  by  appropriate  resolution,  may  direct.  Notes  and
commercial paper, when authorized by the Board, shall be signed in
the  name of the corporation by such officer or officers or  agent
or agents as shall thereunto be authorized from time to time.

                            ARTICLE VII
                             DIVIDENDS

      Subject  to  the provisions of the Articles of Incorporation
and  the  laws of the State of Nevada, the Board of Directors  may
declare dividends whenever, and in such amounts, as in the Board's
opinion  the  condition  of the affairs of the  corporation  shall
render such advisable.

                           ARTICLE VIII
                    CONTRACTS, LOANS AND CHECKS

                            ARTICLE XI
                            AMENDMENTS

      These  Bylaws  may be altered, amended or repealed  and  new
Bylaws  may  be adopted by a majority of the Directors present  at
any meeting of the Board of Directors of the corporation at
which a quorum is present.

                            ARTICLE XII
                        EXECUTIVE COMMITTEE

      12.1  Appointment.    The Board of Directors  by  resolution
adopted by a majority of the full Board, may designate two or more
of   its  members  to  constitute  an  executive  committee.   The
designation  of  such  committee and  the  delegation  thereto  of
authority shall not operate to relieve the Board of Directors,  or
any member thereof, of any responsibility imposed by law.

                               E-30
<PAGE>

      12.2  Authority.     The executive committee, when the Board
of  Directors is not in session shall have and may exercise all of
the  authority of the Board of Directors except to the extent,  if
any,  that  such  authority  shall be limited  by  the  resolution
appointing  the  executive  committee and  except  also  that  the
executive committee shall not have the authority of the  Board  of
Directors  in reference to amending the Articles of Incorporation,
adopting  a plan of merger or consolidation, recommending  to  the
shareholders  the  sale,  lease or other  disposition  of  all  or
substantially  all of the property and assets of  the  corporation
otherwise  than in the usual and regular course of  its  business,
recommending  to the shareholders a voluntary dissolution  of  the
corporation or a revocation thereof, or amending the Bylaws of the
corporation.

      12.3  Tenure  and  Qualifications.     Each  member  of  the
executive  committee  shall hold office  until  the  next  regular
annual   meeting   of  the  Board  of  Directors   following   his
designation.

      12.4  Meetings. Regular meetings of the executive  committee
may  be  held  without  notice at such  time  and  places  as  the
executive  committee  may fix from time  to  time  by  resolution.
Special meetings of the executive committee may be called  by  any
member  thereof  upon not less than one day's notice  stating  the
place,  date and hour of the meeting, which notice may be  written
or  oral,  and  if  mailed, shall be deemed to be  delivered  when
deposited in the United States mail addressed to the member of the
executive  committee at his business address. Any  member  of  the
executive committee may waive notice of any meeting and no  notice
of  any meeting need be given to any member thereof who attends in
person.  The  notice of a meeting of the executive committee  need
not state the business proposed to be transacted at the meeting.

      12.5  Quorum.    A majority of the members of the  executive
committee  shall  constitute  a  quorum  for  the  transaction  of
business  at  any  meeting thereof, and action  of  the  executive
committee must be authorized by the affirmative vote of a majority
of the members present at a meeting at which a quorum is present.

      12.6  Informal  Action  by Executive Committee.  Any  action
required or permitted to be taken by the executive committee at  a
meeting  may  be taken without a meeting if a consent in  writing,
setting forth the action so taken, shall be signed by all  of  the
members  of  the  committee entitled to vote with respect  to  the
subject matter thereof.

      12.7  Vacancies.     Any vacancy in the executive  committee
may  be  filled by a resolution adopted by a majority of the  full
Board of Directors.

       12.8  Resignations  and  Removal.      Any  member  of  the
executive  committee may be removed at any time  with  or  without
cause  by  resolution adopted by a majority of the full  Board  of
Directors.  Any member of the executive committee may resign  from
the  executive committee at any time by giving written  notice  to
the   President  or  Secretary  of  the  corporation,  and  unless
otherwise  specified therein, the acceptance of  such  resignation
shall not be necessary to make it effective.

      12.9  Procedure.     The executive committee shall  elect  a
presiding  officer from its members and may fix its own  rules  of
procedure which shall not be inconsistent with these Bylaws.

                               E-31
<PAGE>

it  shall  keep regular minutes of its proceedings and report  the
same  to the Board of Directors for its information at the meeting
thereof held next after the proceedings shall have been taken.

                           ARTICLE XIII
                         EMERGENCY BYLAWS

      The  Emergency Bylaws provided for in this Article shall  be
operative  during any emergency in the conduct of the business  of
the  corporation resulting from an attack on the United States  or
any  nuclear  or  atomic disaster, notwithstanding  any  different
provision  in  the  preceding articles of the  Bylaws  or  in  the
Articles  of  Incorporation of the corporation or  in  the  Nevada
Business Corporation Act. To the extent not inconsistent with  the
provisions  of this Article, the Bylaws provided in the  preceding
articles shall remain in effect during such emergency and upon its
termination the Emergency Bylaws shall cease to be operative.

During any such emergency:

           (a)   A meeting of the Board of Directors may be called
by  any officer or director of the corporation. Notice of the time
and  place of the meeting shall be given by the person calling the
meeting to such of the directors as it may be feasible to reach by
any  available means of communication. Such notice shall be  given
at  such time in advance of the meeting as circumstances permit in
the judgment of the person calling the meeting.

           (b)  At  any such meeting of the Board of Directors,  a
quorum  shall consist of the number of directors in attendance  at
such meeting.

           (c) The Board of Directors, either before or during any
such  emergency,  may,  effective in  the  emergency,  change  the
principal   office  or  designate  several  alternative  principal
offices or regional offices, or authorize the officers so to do.

           (d) The Board of Directors, either before or during any
such  emergency, may provide, and from time to time modify,  lines
of  succession in the event that during such an emergency  any  or
all officers or agents of the corporation shall for any reason  be
rendered incapable of discharging their duties.

            (e)  No  officer,  director  or  employee  acting   in
accordance with these Emergency
Bylaws shall be liable except for willful misconduct.

          (f) These Emergency Bylaws shall be subject to repeal or
change by further action of the Board of Directors or by action of
the  shareholders, but no such repeal or change shall  modify  the
provisions of the next preceding paragraph with regard  to  action
taken prior to the time of such repeal or change. Any amendment of
these Emergency Bylaws may make any further or different provision
that  may be practical and necessary for the circumstances of  the
emergency.

                               E-32
<PAGE>

                            CERTIFICATE

      I hereby certify that the foregoing Bylaws, consisting of 17
pages,  including  this page, constitute the  Bylaws  of  Franklin
Capital, Inc. adopted by the Board of Directors of the corporation
as of the 14th day of August, 1990.



                                        ________________________________
                                        Secretary

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